UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 x  ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 **For
        the Year Ended April 30, 2004**
 
 OR
 £  TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 For
        the
        transition period from **N/A** to **N/A**
 Commission
        File Number: **0-27382**
 
 **B-TELLER,
        INC.**
 (Formerly
        Known as Hot Products, Inc. Com and formerly known as ST & C International,
        Inc.)
 (Name
        of
        small business issuer as specified in its charter)
 
 **Washington**
              **86-0737579**State
                  of Incorporation
              IRS
                  Employer Identification No.
 
 **Cheyne
        House, Crown Court, 62-63 Cheapside, London England EC2V
        6JP**
 (Address
        of principal executive offices)
 
 Registrant's
        telephone number, including Area Code: **44-772-029-2302**
 Securities
        registered pursuant to Section 12(b) of the Act: None
 Securities
        registered pursuant to Section 12(g) of the Act:
 
 **Common
        Stock, $.001 Par Value**
 
 Check
        whether the Registrant (1) has filed all reports required to be filed by
        Section
        13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
        (or
        for such shorter period that the Registrant was required to file such reports)
        and (2) has been subject to such filing requirements for the past 90
        days.
 
 YES
              £
              
              NO
              x
 
 Check
        if
        disclosure of delinquent filers in response to Item 405 of Regulation S-B
        is not
        contained in this form, and no disclosure will be contained, to the best
        of the
        Registrant's knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-KSB or any amendment
        to
        this Form 10-KSB. x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 
 Yes
              x
              
              No
              £
 
 **APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**
 **PROCEEDINGS
        DURING THE PRECEDING FIVE YEARS**
 
 Registrant’s
        revenues for the most recent fiscal year were: None
 
 The
        aggregate market value of the common stock held by non-affiliates computed
        based
        on the closing price of such stock on May 25, 2006, was approximately
        $13,540,395.
  
  PART
        I
 
 **ITEM
                1.**
              **DESCRIPTION
                  OF BUSINESS**
 
 Except
        for historical information contained herein, the following discussion contains
        forward-looking statements that involve risks and uncertainties. Such
        forward-looking statements include, but are not limited to, statements regarding
        future events and the Company’s plans and expectations. Actual results could
        differ materially from those discussed herein. Factors that could cause or
        contribute to such differences include, but are not limited to, those discussed
        elsewhere in this Form 10-KSB or incorporated herein by reference, including
        those set forth in *Management’s
        Discussion and Analysis or Plan of Operation.*
 
 **OVERVIEW**
 
 B-Teller,
        Inc. (“B-Teller”) (formerly known as Hot Products, Inc.com) and (formerly
        SC&T International, Inc.) was formed in June 1993. In March 2006 the company
        changed its name to B-Teller, Inc and reincorporated in Washington. In the
        past
        we developed, engineered and marketed accessory and peripheral products for
        the
        personal computer and video segments for the OEM and retail Channels. Our
        stock
        was de-listed from the NASDAQ in 1997, as a direct result of our accounting
        firm’s untimely resignation during the 10K audit period. Through the
        resignation, we were late in our annual 10K with the SEC and the NASD elected
        to
        de-list us from the Small Cap Market onto the Bulletin Board.
 
 In
        2002
        we closed our business operations due to lack of funding and we were de-listed
        to the pink sheets for lack of current Securities and Exchange Commission
        filings. We have been a dormant shell since 2002 to present.
 
 **SUBSIDIARIES**
 
 In
        2002
        the previously consolidated subsidiaries were abandoned. On March 27, 2006
        the
        company reversed merged with Bankteller Ltd by the exchange of 10,000,000
        common
        shares for 100% of the Bankteller Ltd. which is now the company’s wholly owned
        subsidiary.
 
 **EMPLOYEES**
 
 The
        company has no employees since we closed our business operations in 2002.
 
 **Delinquent
        Filing of SEC Reports and Inadequacies of Disclosures**
 
 The
        Company failed to timely file with Securities and Exchange Commission (“SEC”)
        its periodic reports, including its annual reports on Form 10KSB for fiscal
        2002, 2003, 2004 and 2005, and its Form 10QSB reports for its 2003, 2004,
        2005.
        The Company intends to shortly complete the filing of all the required periodic
        reports.
 
 **Additional
        Information**
 
 The
        Company files reports and other materials with the Securities and Exchange
        Commission. These documents may be inspected and copied at the Commission’s
        Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549.
        You
        can obtain information on the operation of the Public Reference Room by calling
        the Commission at 1-800-SEC-0330. You can also get copies of documents that
        the
        Company files with the Commission through the Commission’s Internet site at www.sec.gov .
 
 
 **ITEM
                  2.**
              **DESCRIPTION
                  OF PROPERTY**
 
 The
        company has not leased property since we closed our business operations in
        2002.
 
 **ITEM
                  3.**
              **LEGAL
                  PROCEEDINGS**
 
 We
        have
        no pending litigation with the Company
  2
  **ITEM
                  4.**
              **SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
 None
 
 PART
        II
 
 **ITEM
                  5.**
              **MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS.**
 
 B-Teller
        common stock is traded in the over-the-counter market, and quoted in the
        National Association of Securities Dealers Inter-dealer Quotation System
        (“Pink
        Sheets Board) and can be accessed on the Internet at www.pinksheets.com under
        the symbol “BTLI.PK.”
 
 At
        December 31, 2005, there were 16,634,374 shares of common stock of B-Teller
        outstanding and there were approximately 134 shareholders of record of the
        Company’s common stock .
 
 The
        following table sets forth for the periods indicated the high and low bid
        quotations for B-Teller’s common stock. These quotations represent inter-dealer
        quotations, without adjustment for retail markup, markdown or commission
        and may
        not represent actual transactions.
  **FISCAL
                    2004**
                **Pre-split**
                **HIGH
                    BID**
                **LOW
                    BID**Quarter
                    Ended
                April
                    30, 2004
                $ 
                    .01
                $
                     .01Quarter
                    Ended
                January
                    31, 2004
                .01
                .01Quarter
                    Ended
                October,
                    31, 2003
                .01
                .01Quarter
                    Ended
                July
                    31, 2003
                .01
                .01**FISCAL
                    2003**
                **Pre-split**
                **HIGH
                    BID**
                **LOW
                    BID**Quarter
                    Ended
                April
                    30, 2003
                $ 
                    .01
                $
                     .01Quarter
                    Ended
                January
                    31, 2003
                .01
                .01Quarter
                    Ended
                October,
                    31, 2002
                .01
                .01Quarter
                    Ended
                July
                    31, 2002
                .01
                .01
 
 B-Teller
        has never paid dividends on any of its common stock shares. B-Teller does
        not
        anticipate paying dividends at any time in the foreseeable future and any
        profits will be reinvested in B-Teller’s business. B-Teller’s Transfer Agent and
        Registrar for the common stock was Computershare, Inc. located in Denver,
        Colorado. However, the company changed transfer agents in March 2006 to National
        Stock Transfer, Inc. located in Salt Lake City Utah.
 
 On
        March
        21, 2006 the company changed its capital structure with a reverse split of
        100
        to 1 of its common shares from 16,634,374 to 166,344. The company changed
        its
        capital structure to 250,000,000 authorized common shares and 25,000,000
        authorized preferred shares. On March 27, 2006 the company issued 10,000,034
        common shares. On April 15, 2006 the company forward split the common stock
        1:
        2.5 resulting in 25,415,859 shares issued and outstanding.
  3
  **RECENT
        SALES OF UNREGISTERED SECURITIES**
 
 On
        May
        12, 2006, 1,500,000 shares of common stock were issued to Midland FI Marketing,
        Ltd as a result of a contract for services
 On
        March
        21, 2006 6,000,000 shares of common stock were issued in exchange for of
        all of
        the shares of Bankteller Ltd. a United Kingdom Corporation.
  On
        March
        27, 2006 the Company issued 4,000,034 in settlement of a prior debt to a
        professional.
 
 In
        August
        2004, the company issued 2,500,000 to Leslie Investment for approximately
        $65,000 in expenses paid personally by Leslie, for the company while it was
        winding down.
 
 In
        February 2003, the company issued 2,500,000 to Leslie Investment for accounting,
        management, and payment of company expenses paid personally by Leslie of
        approximately $35,000.
 
 All
        issuance of pre and post split common shares are exempt from registration
        under
        the Securities and Exchange Act 1933 under Section 4(2).
  **ITEM
                  6.**
              **MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION**
  Management’s
        discussion and analysis contains statements that are forward-looking and
        involve
        risks and uncertainties. Several factors could cause actual results to differ
        materially from those described in such forward-looking statements. This
        includes the Company’s ability to manage growth, involvement in litigation,
        competition, ongoing contractual relationships, dependence upon key personnel,
        changes in customer demand for product and services, and the adoption of
        new, or
        changes in, accounting policies, practices and estimates and the application
        of
        such policies, practices, and estimates, and federal and state governmental
        regulation.
 
 The
        following financial data should be read in conjunction with the consolidated
        financial statements of B-Teller, Inc. related notes and other financial
        information appearing elsewhere in this report.
 
 **OVERVIEW**
 
 B-Teller,
        Inc. (“B-Teller”) (formerly known as Hot Products, Inc.com) and (formerly
        SC&T International, Inc.) was formed in June 1993. In 2002 we closed our
        business operations due to lack of funding and we were de-listed to the pink
        sheets for lack of current Securities and Exchange Commission filings.
 
 **NET
        REVENUES**
 
 W
        e has
        had no revenues since 2002 when we closed our business operations.
 
 **SELLING
        AND PROMOTION**
 
 We
        have
        had no selling and promotion expense since we closed our business operations.
 
 **OFFICE
        AND ADMINISTRATION**
 
 In
        2002
        we closed our business operations. In 2004, the company had expenses of 22,685
        for the additional costs to pay to expenses related to the company that were
        funded by Leslie Investment.
 
 **GAIN
        ON EXTINGUISHMENT OF DEBT**
 
 In
        2002
        we closed our business operations due to lack of funding. Various liabilities
        previously incurred have been subsequently statutorily extinguished by the
        statute of limitation. The company had gains on extinguishment of debt for
        the
        year ended of $93,866; including accounts payables of $71,181, accrued
        liabilities to the former officer of $22,685. This debt was extinguished
        as it
        was beyond the statute of limitation.
  4
 
 **NET
        INCOME**
 
 Our
        net
        Income for the year ended April 30, 2004 was $71,181 as a result of the write
        off the liabilities from a gain on extinguishment of debt.
 
 **NET
        INCOME PER SHARE**
 
 Net
        Income per share was $0.01 for year ended April 30, 2004.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 All
        of
        the company’s current obligations were funded through Leslie Investment. The
        company closed our business operations due to lack of funding.
 
 **Other
        Considerations**
 
 There
        are
        numerous factors that affect the business and the results of its operations.
        Sources of these factors include general economic and business conditions,
        federal and state regulation of business activities, the level of demand
        for
        product services, the level and intensity of competition and the ability
        to
        develop new services based on new or evolving technology and the market's
        acceptance of those new services, the Company’s ability to timely and
        effectively manage periodic product transitions, the services, customer and
        geographic sales mix of any particular period, and our ability to continue
        to
        improve our infrastructure including personnel and systems to keep pace with
        the
        Company’s anticipated rapid growth.
  5
  **ITEM
                  7.**
              **FINANCIAL
                  STATEMENTS AND SUPPLEMENTARY
                  DATA**
 
 **B-TELLER,
        INC. (FKA HOT PRODUCTS, INC.COM)**
 
 **TABLE
                  OF CONTENTS**
              **Page**REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM S E Clark & Company
                  PC
              F-2FINANCIAL
                  STATEMENTS:Balance
                  Sheet at April 30, 2004
              F-3Statement
                  of Operations for the year ended April 30, 2004
              F-4Statement
                  of Stockholders’ Equity for the period ended April 30,
                  2004
              F-5Statement
                  of Cash Flows for the year ended April 30, 2004
              F-6NOTES
                  TO FINANCIAL STATEMENTS
              F-7




6


**S.E.Clark
      & Company, P.C.**





Registered
      Firm: Public Company Accounting Oversight Board








Report
      of Independent Registered Public Accounting Firm








Board
      of
      Directors and Stockholders


B-Teller,
      Inc., fka Hot Products, Inc.com





We
      have
      audited the accompanying balance sheet of B-Teller, Inc., fka Hot Products,
      Inc.com (the "Company"), as of April 30, 2004 and the related statements of
      operations, changes in stockholders’ equity, and cash flows for the year then
      ended. These financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board, generally accepted in the United States of America.
      Those standards require that we plan and perform the audit to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. An audit includes examining, on a test basis, evidence supporting
      the amounts and disclosures in the financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of B-Teller, Inc., fka Hot Products,
      Inc.com as of April 30, 2004, and the results of its operations and its cash
      flows for the year then ended in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The accumulation of losses and shortage of
      capital raise substantial doubt about its ability to continue as a going
      concern.








**/s/** **S.E.Clark
      & Company, P.C.**








Tucson,
      Arizona


May
      16,
      2006








744
      N.
      Country Club Road, Tucson, AZ 85716 (520) 323-7774, Fax (520) 323-8174, seclarkcpa@aol.com




7


**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**BALANCE
      SHEET**


**At
      April 30, 2004**


ASSETS
              
              **April
                  30, 2004**CURRENT
                  ASSETSCash
              
              $
              -Accounts
                  receivable
              
              
              -Prepaid
                  expenses and other current assets
              
              
              -Total
                  current assets
              
              
              -PROPERTY
                  AND EQUIPMENT, net
              
              
              -OTHER
                  ASSETS
              
              
              -TOTAL
                  ASSETS
              
              $
              -LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIES:Due
                  To Factor
              
              
              65,431Accounts
                  Payable
              
              
              276,933Notes
                  Payable
              
              
              50,550Accrued
                  Liabilities
              
              
              476,495Total
                  current liabilities
              
              
              869,410Commitments
                  and Contingencies
              
              
              -Total
                  liabilities
              
              
              869,410STOCKHOLDERS'
                  EQUITY (DEFICIT):Common
                      stock, $.001 par value, 33,332,747 shares authorized, 14,134,374
                      shares issued and outstanding
              
              
              141,344Paid
                  in capital
              
              
              17,810,425Accumulated
                  deficit
              
              
              (18,821,179
              )Total
                  stockholders' equity (deficit)
              
              
              (869,410
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              -


The
        accompanying notes are an integral part of these financial
        statements.




8


**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**STATEMENT
      OF OPERATIONS**


**FOR
      THE YEAR ENDED APRIL 30, 2004**


**April
                  30, 2004**REVENUES:Revenue
              
              $
              -TotalCost
                  of Goods Sold
              
              
              -GROSS
                  PROFIT
              
              
              -OPERATING
                  EXPENSES:General
                  and Administrative
              
              
              22,685Sales
                  and Marketing
              
              
              -Depreciation
                  and amortization
              
              
              -Total
                  operating expenses
              
              
              22,685OPERATING
                  LOSS
              
              
              (22,685
              )OTHER
                  (INCOME) AND EXPENSESGain
                  on the extinguishment of Debt
              
              
              (93,867
              )Total
                  Other Expense (Income)
              
              
              (93,867
              )INCOME
                  BEFORE INCOME TAXES
              
              
              71,181INCOME
                  TAX (BENEFIT) PROVISION
              
              
              -NET
                  INCOME
              
              $
              71,181NET
                  INCOME PER SHARE:Basic:
              
              $
              0.01Diluted:
              
              $
              0.01WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDINGBasic
              
              
              14,134,374Diluted
              
              
              14,137,374




The
        accompanying notes are an integral part of these financial
        statements.
  9


**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**STATEMENT
      OF STOCKHOLDERS EQUITY**


**FOR
      THE YEAR ENDED APRIL 30, 2004**


**Common
                    Stock**
                **Shares**
              
              **Amount**
              
              **Paid-in**
                **Capital**
              
              **Treasury**
                **Stock**
              
              **Subscirption**
                **Receivable**
              
              **Accumulated**
                **Deficit**
              
              **Total****BALANCE
                  APRIL 30, 2003**
              
              
              14,134,374
              
              
              141,344
              
              
              17,810,425
              
              $
              -
              
              $
              -
              
              $
              (18,892,360
              )
              $
              (940,591
              )Net
                  Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              71,181
              
              
              71,181**BALANCE
                  APRIL 30, 2004**
              
              
              14,134,374
              
              
              141,344
              
              
              17,810,425
              
              $
              -
              
              $
              -
              
              $
              (18,821,179
              )
              $
              (869,410
              )




The
        accompanying notes are an integral part of these financial
        statements.





**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**STATEMENT
      OF CASH FLOW**


**FOR
      THE YEAR ENDED APRIL 30, 2004**




**April
                  30, 2004**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Income (loss)
              
              $
              71,181Adjustments
                  to reconcile net income to net cash provided by (used for) operating
                  activitiesDepreciation
                  and amortization
              
              
              -Discontinued
                  Product Line
              
              
              -Gain
                  on the Extinguishment of Debt
              
              
              (93,867
              )Changes
                  in assets and liabilities:Trade
                  accounts receivable
              
              
              -Inventories
              
              
              -Prepaid
                  and other current assets
              
              
              -Other
                  assets
              
              
              -Accounts
                  Payables
              
              
              -Accrued
                  Management fees
              
              
              -Net
                  cash (used in) operating activities
              
              
              (22,685
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Net
                  cash (used in) provided by investing activities
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Advances
                  from (repayments to) shareholders
              
              
              22,685Net
                  cash provided by (used in) financing activities
              
              
              22,685INCREASE
                  (DECREASE) IN CASH
              
              
              -CASH,
                  BEGINNING OF YEAR
              
              
              -CASH,
                  END OF YEAR
              
              $
              -




The
      accompanying notes are an integral part of these
      financial statements.







**B-TELLER,
      INC. (FKA HOT PRODUCTS, INC.COM)**


**NOTES
      TO FINANCIAL STATEMENTS**


**FOR
      THE YEAR ENDED APRIL 30, 2004**





1.
            ORGANIZATION
                AND BASIS OF PRESENTATION





B-Teller,
      Inc. (formerly Hot Products, Inc.com, formerly SC&T International, Inc.,
      (the "Company") was formed in 1993 for the purpose of developing and marketing
      accessory and peripheral products for the computer and video game industries.
      The company closed in September 2002 due to unsuccessful business ventures
      and
      lack of financing.





In
      February 2006, Leslie Investment sold 100% of its common shares to Northwest
      Corporate Services who in turn sold to Titan Holdings, Inc. which briefly gave
      control to Titan Holdings Ltd. In March 2006 the company reincorporated in
      Washington and changed its name to B-Teller, Inc.





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. The Company was unsuccessful and was shut
      down
      in September 2002.





**Significant
      issues that effect the company**





Management,
      consisted of James Copland, President, CEO, and Chairman and he resigned on
      February, 21, 2006. The Company appointed Armando Russo as President and
      Director. Leslie Investment sold all of his stock to Northwest Corporate
      Services who in turn sold to Titan Holdings, Inc. which briefly gave control
      to
      Titan Holdings, Ltd. On March 21, 2006, the company reincorporated in the State
      of Washington and changed its name to B-Teller, Inc.





At
      the
      same time in March 21, 2006 the company changed its capital structure by a
      100
      to 1 reverse split of its shares from 16,634,374 to 166,344.





The
      company changed it capital structure to 250,000,000 authorized common shares
      and
      250,000,000 authorized preferred shares. Subsequently, on March 21, 2006 the
      Company issued 6,000,000 post split common shares in exchange for all of the
      shares of Bank Teller Ltd., a United Kingdom Corporation in a plan of merger
      where as Bank Teller Ltd. is a wholly owned subsidiary. On March 27, 2006 the
      company issued 4,000,034 post split common shares of a convertible note. On
      April 15, 2006 the company forward split the common stock by 1 for 2.5 resulting
      in 25,415,859 shares issued and outstanding. All shares were exempt from
      registration of the Securities and Exchange Act Section 4(2).





Upon
      completion of the share exchange Bank teller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4
      million of the 15 million shares held by Bankteller. (16% control of B-Teller,
      Inc.).





Current
      management assumed control in February 2006 and had no prior involvement with
      the Company.





In
      conjunction with the merger, the Company has changed its fiscal year end from
      April 30 to December 31. Accordingly, the transitional period reported was
      prepared for the eight month period from May 1, 2005 through December 31,
      2005.





Management
      is evaluating business opportunities which, if consummated, could cause
      additional significant dilution to the existing shareholders.





2.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES





The
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States ("U.S. GAAP"). A summary of the
      Company's significant accounting policies follows:





(a)  
       B-Teller, Inc. (formerly Hot Products, Inc.com, formerly SC&T
      International, Inc.,) (the "Company")was formed in 1993 for the purpose of
      developing and marketing accessory and peripheral products for the computer
      and
      video game industries





(b)  
       Use of Estimates - The preparation of financial statements in conformity
      with U.S. GAAP requires management to make estimates and assumptions that affect
      assets and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting periods. Actual results
      could differ from those estimates.





(c)
         Property and Equipment - Property and equipment are recorded at
      cost less impairment and accumulated depreciation. Depreciation recorded using
      the straight-line or method over the useful life of the asset.





Management
      periodically assesses its ability to recover the cost of its long-lived assets
      in accordance with the provisions of SFAS 144. Costs deemed not recoverable
      are
      charged to operations and the asset cost reduced by the estimated
      impairment.





(d)  
      Foreign currency translation - foreign subsidiaries (if any) maintain their
      financial statements in the local currencies which have been determined to
      be
      the functional currencies. Assets and liabilities denominated in foreign
      currencies are translated into U.S. dollars at the rates in effect at the
      balance sheet date. Revenues and expenses are translated at average rates for
      the period. Related translation adjustments are reported as a separate component
      of stockholders' equity, whereas, gains and losses resulting from foreign
      currency transactions are included in the results of operations.





(e) 
        Cash and Cash Equivalents - Cash includes all short-term highly
      liquid investments that are readily convertible to known amounts of cash and
      have original maturities of three months or less. Net bank overdrafts were
      recorded as current liabilities. Cash balances are insured by the F.D.I.C.
      up to
      $100,000 per institution.





(f)  
        Fair Value of Financial Instruments - The financial instruments
      disclosed elsewhere in these notes are deemed to be representative of their
      fair
      values, as the interest rates approximate market rates giving consideration
      to
      their respective risks.





(g) 
        Fair Value of Non-monetary Transactions - The common stock issues
      have been valued in accordance with SFAS 143 and SAB 107, giving consideration
      to the fair value of thinly traded shares, as affected by restrictions to the
      stock, the underlying assets, cash flows, and profitability of the
      company.





(h) 
        Advertising expenses are expensed when incurred.





(i)  
        Income taxes - The Company provides for income taxes based on the
      provisions of Statement of Financial Accounting Standards No. 109, Accounting
      for Income Taxes, which among other things, require that recognition of deferred
      income taxes be measured by the provisions of enacted tax laws in effect at
      the
      date of financial statements.





(j)  
        Financial instruments - Financial instruments consist primarily of
      cash, accounts receivable, and obligations under accounts payable, accrued
      expenses, note payable and capital lease instruments. The carrying amounts
      of
      cash, accounts receivable, accounts payable, accrued expenses and note payable
      approximate fair value because of the short maturity of those instruments.
      The
      carrying value of the Company's capital lease arrangements approximates fair
      value because the instruments were valued at the retail cost of the equipment
      at
      the time the Company entered into the arrangements.





(k)  
       Income (Loss) Per Share - Basic Income per share is computed using the
      weighted average number of shares of common stock outstanding for the period.
      Diluted income per share is computed using the weighted average number of shares
      of common stock plus dilutive potential common shares outstanding for the
      period.





(l)   
       Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
      The Company reviews long-lived assets and certain identifiable intangibles
      for
      impairment whenever events or changes in circumstances indicate the carrying
      amount of an asset may not be recoverable. Recoverability of assets to be held
      and used is measured by a comparison of the carrying amount of an asset to
      future, undiscounted, net cash flows expected to be generated by the asset.
      If
      such assets are considered to be impaired, the impairment to be recognized
      is
      measured by the amount by which the carrying amount of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount or fair value less costs to sell.





3.
            PROPERTY
                AND EQUIPMENT





The
      company has no fixed assets as of April 30, 2004.





4.
            SHARE
                CAPITAL





*See
      footnote #1 “Significant issues that effect the company”.*








5.
            SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION





No
      income
      taxes were paid and interest paid approximates the amounts disclosed as
      expense.





6.
            INCOME
                TAXES





The
      Company has accumulated operating losses available to potentially reduce taxable
      income in future periods. The potential tax benefit of these losses have not
      been reflected in the financial statements since it was more likely than not
      that the losses would not be utilized. These losses begin expiring from 2010
      through 2019. Additionally, the limitations on these losses resulting from
      various business combinations and control changes have not been determined
      but
      could be substantial. Accordingly, the valuation allowance equals the deferred
      tax asset, if any.





Net
      operating losses are subject to various rules and regulations set forth by
      the
      Internal Revenue Service. Usage of that net operating loss is subject to two
      main elements which include, among others, the same line of business. In
      addition, IRC 382 must be analyzed to address the potential change in control
      related to any future operations. Therefore all factors related to the usage
      of
      the net operating loss must be carefully considered by those contemplating
      the
      utilization of the losses sustained.





Management
      evaluates the probability of the utilization of the deferred income tax assets.
      Management determined that because the Company has not yet generated taxable
      income it was not appropriate to recognize a deferred income tax asset related
      to the net operating loss carry-forward. Therefore, a fully deferred income
      tax
      asset is offset by an equal valuation allowance.





If
      the
      Company begins to generate taxable income, management may determine that all
      of
      the deferred income tax asset may be recognized. Recognition of the asset could
      increase after tax income in the future. The future utilization of the net
      operating losses is uncertain.





7.
            DEBT
                EXTINGUSHIMENT





SFAS
      140
      paragraph 16 outlines the two requirements that are met to qualify for early
      extinguishment of debt.




The
      debt
      has been reviewed and found that the obligations were past the statute of
      limitation and there has been no attempt for collectabiltiy. Therefore it is
      a
      matter of law or “judicially” to remove the obligations under the advice of
      counsel. SFAS 140, Paragraph 16: A debtor shall derecognize a liability if
      and
      only if it has been extinguished. A liability has been extinguished if either
      (a.) The debtor pays the creditor and is relieved of its obligation for the
      liability. Paying the creditor includes delivery of cash, other financial
      assets, goods, or services or reacquisition by the debtor of its outstanding
      debt securities whether the securities are canceled or ( b.)
      The
      debtor is legally released from being the primary obligor under the liability,
      either judicially or by the creditor.




The
      company wrote off a total of $93,866 which included $71,181 in accounts
      payables, and $22,635 in accrued liabilities primarily paid by Leslie
      Investments.





In
      the
      event vendors attempt to assert their claims, even if statutorily extinguished,
      legal costs may be incurred to successfully defend collection efforts.
      Management believes such costs will be immaterial and has accordingly determined
      to expense such costs as incurred.





8.
            RELATED
                PARTY TRANSACTIONS





During
      the periods, the following financial transactions were completed with
      shareholders, directors, managers or employees who are deemed to be related
      parties to each Company:





During
      the year ended April 30, 2001, the Company borrowed funds from its president
      (Leslie Investment) and chairman of the board of directors who is also the
      Company's largest single shareholder. The $66,332 Note payable to shareholder
      was unsecured, due upon demand and bore interest at 9% per annum. In February
      2003, Leslie was paid 2,500,000 common shares which have not been issued by
      the
      transfer agent as of December 31, 2005.





In
      August
      2004, Leslie Investment was issued 2,500,000 common shares in exchange for
      nearly $100,000 of expenses paid during the time the company was dormant.





James
      Copland, President, CEO, and Chairman resigned on February, 21, 2006. The
      Company appointed Armando Russo as President and Director. Leslie Investment
      sold all of his stock to Northwest Corporate Services who in turn sold to Titan
      Holdings, Inc. for $100,000 which briefly gave control to Titan Holdings, Inc.
      On March 21, 2006, the company reincorporated in the State of Washington and
      changed its name to B-Teller, Inc.





Upon
      completion of the share exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves in who holds nearly
      4
      million of the 15 million shares held by Bankteller. Tim Reeves has 16% control
      of B-Teller, Inc.





9.
            NET
                INCOME PER SHARE





The
      net
      income per common share is calculated by dividing the consolidated loss by
      the
      weighted average number of shares outstanding during the periods.





10
            ADVANCES
                FROM FACTOR





The
      Company entered into an agreement with a factor in October 1998. The terms
      of
      the agreement provide for advances up to 75% of receivables factored and a
      2%
      discount payable upon submission of invoices to factor. A discount fee of 10%
      per day up to 90 days is charged from date of advance until payment by customer.
      A 15% fee is charged for accounts unpaid after 90 days. Credit risk remains
      with
      the Company except for account debtor bankruptcy. The agreement is secured
      by
      all accounts receivable whether or not specifically purchased by the factor.
      The
      balance represents funds advanced in excess of customer payments received by
      factor and allowance reserve maintained by factor. The amount was subsequently
      extinguished through asset forfeiture, litigation and settlement by Mr.
      Copeland.





11.
            CONVERTIBLE
                   DEBENTURES





On
      August
      28, 2000, the Company executed a Convertible Debenture Agreement with warrants
      in the amount of $400,000. The debentures were converted to 3,478,988 shares
      during the year ended April 30, 2001. The warrants expired in 2003.





12.
            STOCK
                OPTIONS





The
      Company issues stock options from time to time to executives and key employees.
      The Company has a qualified stock option plan for its key employees, consultants
      and independent contractors. The Company has adopted the disclosure-only
      provisions of Statement of Financial Accounting Standards No. 123, "Accounting
      for Stock-Based Compensation," and continues to account for stock based
      compensation using the intrinsic value method prescribed by Accounting
      Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
      Accordingly, no compensation cost has been recognized for the stock options
      granted. All Stock options expired in September 2002 upon the termination of
      all
      employees and closing of the business.





13.
            SUBSEQUENT
                EVENTS





All
      amounts reflected as liabilities as of April 30, 2004 were subsequently
      extinguished due to expiration of the statute of limitations, settlement,
      forgiveness, or issuance of common stock.





On
      March
      21, 2006 The Company reincorporated in Washington and changed the company name
      to B-Teller, Inc. On March 22, 2006, the Company entered into a Merger Agreement
      with Bank Teller Ltd. a United Kingdom Corporation by exchanging 100% of the
      shares in Bank Teller, Ltd for 6,000,000 post split common shares of the
      company. On March 27, 2006 the company issued an additional 4,000,034 post
      split
      common shares for a convertible note. On May 12, 2006, 1,500,000 shares of
      common stock were issued to Midland FI Marketing, Ltd as a result of a contract
      for services. The commons shares were issued pursuant to the exemption from
      the
      registration requirements of the federal securities laws provided by Section
      4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation
      D.




Effective
      upon the merger, B-Teller, Inc. senior management became senior management
      of
      the Company, including Armando Russo President and director and J.A. Claydon,
      Secretary and director.





B-Teller,
      Inc. is a wholesale electronic payment provider. Payments which are not sent
      and
      received from within the same European territory are considered to be
      cross-boarder and so use the S.W.I.F.T. network. S.W.I.F.T. is considered by
      many organization s to be an expensive method for the movement of payments
      messages. With the advent of the Euro, it is now the European Union’s intention
      to upgrade Europe’s banking technology infrastructure so that any payment
      crossing the “euro zone’ will be considered a domestic payment, which will
      negate the need to use S.W.I.F.T. and will make payments move more quickly
      and
      cost-effectively across the EU countries. Bank Teller will act as a payment
      processing hub, which will route wholesale payments across any network using
      the
      most cost-effective route. Bank Teller customers will access Bank Teller’s
      ASP-Based services via a local Bank Teller General User Interface (GUI),
      allowing corporate treasurers and financial officers with the ability to execute
      their payments form a remote and centralized location, thereby saving time
      and
      money.





Upon
      completion of the shares exchange Bankteller Ltd. gained nearly 59% control
      of
      the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4
      million of the 15 million shares held by Bankteller. Tim Reeves has 16% control
      of B-Teller, Inc.





On
      May
      16, 2006, Nicolas Alexander resigned as director and J C Claydon was appointed
      Secretary and Director.







**BANKTELLER
        LTD. PROFORMA BALANCE SHEET**
 **FOR
        THE PERIOD ENDED MARCH 31, 2006 (Unaudited)**


As
                    of
                March
                  31, 2006ASSETSCurrent
                  assetsCash
              
              $
              175Total
                  current assets
              
              
              175Total
                  assets
              
              $
              175LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilitiesAccounts
                  Payable
              
              $
              18,500Total
                  current liabilities
              
              
              18,500Total
                  liabilities
              
              
              18,500Stockholders'
                  equityCommon
                  stock; no par value; unlimited authorized shares 100
                  shares issued and outstanding EquityAccumulated
                  deficit
              
              
              (18,500
              )Total
                  stockholders' deficit
              
              
              (18,325
              )Total
                  liabilities and stockholders' equity
              
              
              175







**BANKTELLER
      LTD. PROFORMA INCOME STATEMENT (Unaudited) 2006:**


March
                      3, 2006
                  (Inception)
                  through
                March
                  31, 2006Revenue
              
              $
              --Operating
                  expensesGeneral
                  and administrative
              
              
              16,000Network
              
              
              2,500Total
                  operating expenses
              
              
              18,500Loss
                  from operations
              
              
              (18,500
              )Other
                  income (expenses):Other
                  expense
              
              
              -Total
                  other income (expenses)
              
              
              --Loss
                  before provision for income taxes
              
              
              (18,500
              )Provision
                  for income taxes
              
              
              --Net
                  loss
              
              $
              (18,500
              )







**BANKTELLER
      LTD. PROFORMA STATEMENT OF STOCKHOLDER’S EQUITY**


**FOR
      THE PERIOD ENDED MARCH 31, 2006 (Unaudited)**




Common
                  Stock
              
              Additional
                Paid-in
              
              Subscribed
              
              Accumulated
                Deficit
                    During
                Development
              
              TotalStockholders'Shares
              
              Amount
              
              Capital
              
              Stock
              
              Stage
              
              EquityBalance
                  at March 3, 2006 (Date of inception)
              
              
              --
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --Common
                  Stock Issued, March 3, 2006
              
              
              100
              
              
              175
              
              
              0
              
              
              
              
              
              0
              
              
              175Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Balance
                  at March 31, 2006
              
              
              100
              
              $
              175
              
              
              --
              
              
              --
              
              
              (18,500
              )
              
              (18,325
              )


13.
            GOING
                CONCERN ISSUES





New
      management cannot provide any assurances that they will be able to secure
      sufficient funds to satisfy the cash requirements for the next 12 months. The
      inability to secure additional funds would have a material adverse effect on
      the
      Company.





These
      financial statements are presented on the basis that the Company will continue
      as a going concern. Other than the previously disclosed impairments, no
      adjustments have been made to these financial statements to give effect to
      valuation adjustments that may be necessary in the event the Company is not
      able
      to continue as a going concern. The effect of those adjustments, if any, to
      individual periods could be substantial.








*********





**ITEM
                8.**
            **CHANGES
                IN AND DISAGREEMENTS WITH
                ACCOUNTANTS**





The
      former auditor Epstein Weber & Conover PLC has resigned for non-payment of
      auditor fees. The company has retained S.E.Clark & Company, P.C. as the
      successor auditor. There are no disagreements with the predecessor auditor.





**PART
      III**





**ITEM
                9.**
            **DIRECTORS
                AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION
                16(A) OF
                THE SECURITIES EXCHANGE ACT OF 1934**





**In
      February 2006 the Company’s Directors and Executive
      Officers**




Name
              Age
              PositionArmando
                  Russo
              39
              Presidents
                  and Board Chairman****Nicolas
                  Alexander
              42
              Secretary
                  and Director
 
 Armando
        Russo is serving as President and Board Chairman **** for
        the
        company. Mr. Russo has been involved in the start up of many successful ventures
        throughout his 15 year business career. To date he has operated many of these
        successfully while focusing in the entertainment field until recently when
        he
        entered into the financial transaction based business world.
 
 In
        1990,
        Mr. Russo graduated with honors from Champlain College in Montreal, Quebec,
        Canada, with a diploma in business. Immediately after, he entered into managing
        professional athletes and their financial based business decisions. During
        this
        period he managed to make contacts internationally in the financial world
        which
        he maintains good relations with to this day.
  
 
 Nicolas
        Alexander is serving as Secretary and Director of the company. Nicolas Alexander
        has a secretarial, bookkeeping and administration background as well as that
        of
        physical education and serving as an officer and director of a number of
        development stage companies.
 
 **In
        December 31, 2005 the Company’s Directors and Executive
        Officers**
 **The
        following table sets forth information concerning each of the directors and
        executive officers of the Company:**
 Name
                Age
                PositionJames
                    L. Copland
                56
                Presidents,
                    Treasurer, Chairman of the Board, and Chief Executive
                    Officer
  James
          L.
          Copland has served as President, Treasurer, and Chairman of the Board since
          its
          inception. Mr. Copland has held senior management positions with numerous
          companies He served as Vice President of Sales and Marketing for North
          and South
          America for Aztech Labs, Inc., a manufacturer and marketer of multimedia
          sound
          cards. As Vice President, Sales of Bondwell Industrial, Inc., a manufacturer
          and
          distributor of notebook computers and joy sticks. As President for North
          American Operations of Laser Friendly, US from 1984 until 1986 he served
          as Vice
          President, Sales and Marketing, of Atari (U.S.) Corporation. From 1982
          until
          1984, Mr. Copland served as General Sales and Marketing Manager of Commodore
          Computers, a Canadian company. Mr. Copland resigned in February
          2006.
 
 *SEE
          SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*
 
 COMPLIANCE
          WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT 9.A. DIRECTORS AND EXECUTIVE
          OFFICERS, PROMOTERS, AND CONTROL PERSONS:
 
 The
          company is aware that all filings of form 4 and 5 required of Section 16(a)
          of
          the Securities and Exchange Act of 1934 Directors, Officers, or holders
          of 10%
          of the Company’s shares have not been timely and the Company has instituted
          procedures to ensure compliance in the future
 ITEM
                    10.
                EXECUTIVE
                    COMPENSATION
 
 General.
          Mr. Copland served as the Company’s sole-officer and director until they
          resigned on February 2006. Mr. Copland has not been paid a salary since
          year
          ended 2001.
 
 *SEE
          SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*
 
 ITEM
                    11.
                SECURITY
                    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT
 
 As
          of May
          15, 2006 information with respect to beneficial ownership of the Common
          Stock by
          (i) each person known by the Company to be the beneficial owner of more
          than
          five percent of the Common Stock, (ii) each director of the Company, and
          (iii)
          all executive officers and directors of the Company as a group.
  Name
                    and Address
                
                Number
                    of Shares
                  Beneficially
                    Owned (1)
                
                Percent
                    of Total (1)Bankteller
                    Ltd.
                
                
                15,000,000
                    (1
                )
                
                59
                %Armando
                    Russo
                
                
                0
                
                
                0
                %Nicolas
                    Alexander
                
                
                0
                
                
                0
                %
  Includes
          common stock owned and stock options.
 
 (1) 
           Bankteller Ltd. is controlled by Tim Reeves whom owns 4,000,000 common
          shares of the 15,000,000 held by the company which represents 16% of the
          company. Mr. Tim Reeve is the Chief Technology Officer. Tim was formerly
          Managing Director, Europe of CES plc (now FUN Technologies plc), a leading
          provider of person to person betting/gaming technology, sports information
          products and online games of skill. Prior to joining CES, Mr. Reeve was
          CEO of
          ensure Pay Ltd, a UK based internet payments company and a subsidiary of
          Earthport plc.
  
  Before
          ensurePay, Mr. Reeve held CTO positions at Betfair.com, the global market
          leader
          in B2C exchange betting and a revolution in online gambling, and uSwitch.com,
          a
          provider of online utility price comparison and switching for consumers,
          where
          he was responsible during the start up phase for shaping the technology
          strategy
          and delivery
  As
            of
            December 31, 2005 information with respect to beneficial ownership of
            the Common
            Stock by (i) each person known by the Company to be the beneficial owner
            of more
            than five percent of the Common Stock, (ii) each director of the Company,
            and
            (iii) all executive officers and directors of the Company as a
            group.
  Name
                      and Address
                  
                  Number
                        of Shares
                    Beneficially
                      Owned (1)
                  
                  Percent
                      of Total (1)Leslie
                      Investment
                  
                  
                  6,390,016
                  
                  
                  39
                  %
 
 Includes
            common stock owned and stock options.
 
 *SEE
            SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*
 
 ITEM
                      12.
                  CERTAIN
                      RELATIONSHIPS AND RELATED
                      TRANSACTIONS.
 
 During
            the periods, the following financial transactions were completed with
            shareholders, directors, managers or employees who are deemed to be related
            parties to each Company:
 
 During
            the year ended April 30, 2001, the Company borrowed funds from its president
            (Leslie Investment) and chairman of the board of directors who is also
            the
            Company's largest single shareholder. The $66,332 note payable to shareholder
            was unsecured, due upon demand and bears interest at 9% per annum. In
            February
            2003, Leslie was paid 2,500,000 common shares which have not been issued
            by the
            transfer agent as of December 31, 2005.
 
 On
            March
            22, 2006, the Company entered into a Merger Agreement with Bank Teller
            Ltd. a
            United Kingdom Corporation by exchanging 100% of the shares in Bank Teller,
            Ltd
            for 6,000,000 post split common shares of the company.
 
 In
            August
            2004, Leslie Investment was issued 2,500,000 common shares in exchange
            for
            nearly $100,000 of expenses incurred during the course the company was
            dormant.
 
 James
            Copland, President, CEO, and Chairman resigned on February, 21, 2006.
            The
            Company appointed Armando Russo as President and Director. Leslie Investment
            sold all of his stock to Northwest Corporate Services who in turn sold
            to Titan
            Holdings, Inc. which gave control to Titan Holdings, Inc. On March 21,
            2006, the
            company reincorporated in the State of Washington and changed its name
            to
            B-Teller, Inc.
 
 Upon
            completion of the shares exchange Bankteller Ltd. gained nearly 59% control
            of
            the Company control. Bankteller Ltd. is controlled by Tim Reeves who
            holds
            nearly 4 million of the 15 million common shares held by Bankteller.
            Tim Reeves
            has 16% control B-Teller, Inc.
 
 *SEE
            SIGNIFICANT ISSUES THAT EFFECT THE COMPANY FOOTNOTE #1*
 
 **PART
            IV**
 
 **ITEM
                      13.**
                  **EXHIBITS
                      AND REPORTS.**
 None
 
 **Reports
            on Form 8-K**
 
 8-K
            report for changes in Auditor on May 16, 2006
  
  **ITEM
                      14.**
                  **CONTROLS
                      AND PROCEDURES.**
 
 **Evaluation
            of Disclosure Controls and Procedures**
 
 The
            Company maintains controls and procedures designed to ensure that information
            required to be disclosed in this report is recorded, processed, accumulated,
            and
            reported to its management, including the chief executive officer to
            allow
            timely decisions regarding the required disclosures. Within the 90 days
            prior to
            the filing date of this report, B-Teller’s management, with the participation of
            its chief executive officer and corporate accounting, performed an evaluation
            of
            the effectiveness of the design and operation of these disclosure controls
            and
            procedures. This officer and management have concluded that such disclosure
            controls and procedures are effective at ensuring that required information
            is
            disclosed in the Company’s reports.
 
 **Changes
            in Internal Controls**
 
 There
            were no significant changes in the Company’s internal controls or in other
            factors that could significantly affect these controls subsequent to
            the
            evaluation date.
 
 **ITEM
                      15.**
                  **SIGNATURES.**
 
 In
            accordance with Section 13 or 15(d) of the Securities Exchange Act of
            1934, the
            Registrant has duly caused this report to be signed on its behalf by
            the
            undersigned, there unto duly authorized.
 
 B-TELLER,
            INC.
 
 By /s/
            Armando Russo
 President
 
 By
            /s/ J.A.
            Claydon
 Secretary